Registration of Changes of Limited Liability Company in China

Whenever Wholly Foreign Owned Enterprise changes its company name, registered address (business address), legal representative, registered capital, type of enterprise, scope of business or duration of operation, shareholders should apply for registration of change with the industry and commerce administration authority, submitting the following documents:

1. Application for Registration of Change of Company signed by its legal representative;

2. Resolution or decision of change made in accordance with the Company Law;

3. Other documents and certificate;

4. Where a company change of registered items relates to amending the company Articles of Association, the amended Articles of Association or the amendment of the Articles of Association shall be submitted.

Specifications for Change of Registered Items

Change of Company Name
1. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its company name should apply for pre-approval from local Administration for Industry and Commerce of its proposed new name before conducting alteration registration within thirty days from the date of making the resolution or decision of change. The changed name referring to or including such words as Beijing, Shanghai, China etc., or not including the name of the administrative division should undergo inquiry or be submitted for approval;

Change of Registered Address
2. A Wholly Foreign Owned Enterprise (WFOE, limited liability company), where it changes its domicile (place of registration, e.g., from one city to another), should apply for registration of change within thirty days from the date it moves to the new domicile and should submit the certificate of using the new domicile;

Change of Legal Representative
3. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its legal representative should apply for registration of change within 30 days from the date of the shareholders meeting or the board of directors making the resolution or decision and should submit documents of tenure of office and identity certificate of the new legal representative and the documents of dismission of the former legal representative;

Change of Registered Capital
4. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes registered capital shall submit the investment verification certificate issued by a legally authorized investment verification authority increases its registered capital shall apply for registration of change within 30 days from the date of paying in full share funds which reduces its registered capital shall publish the company public notices of reducing registered capital on a newspaper three times within thirty days from the date of the shareholders' meeting making the resolution or decision of reducing registered capital, and shall apply for registration of change with the registration authority ninety days after date of the first public notice, and shall submit the relevant certificates of the company public notices of all three times and the company illustration of paying debt or of debt assurance.

Change of Business Scope
5. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its scope of business(principal business activities) shall apply for registration of change within 30 days from the date of making the resolution or decision. As to items of changing the scope of business that must be subject to examining and approving because of the involvement of law and administrative regulations the company shall apply for registration of change within 30 days from the date of relevant department approving;

Change of Organisational Nature
6. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its form shall, in accordance with the establishment requirements of the company form of the company to which the company intends to change, apply for registration of change with the company registration authority within a prescribed period of time, submitting relevant documents;

Change of Shareholder
7. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its shareholders shall apply for registration of change within 30 days from the date of the shareholders changing, and shall submit the related resolutions of shareholders’ meetings, agreements of transfer of shares, the amended articles of association and legal person qualification certificates of the new shareholders or the identity certificates of natural persons. Whenever its shareholders change names, the company shall apply for registration of change within thirty days from the date of the names changing;

Amendment of Articles of Association
8. Where the amendment of a company Articles of Association (sample Articles of Association of a Wholly Foreign Owned Enterprise without board of directors) does not relate to the registered items, the company shall submit its amended articles of association or its amendment of articles of association to the original company registration authority for record; where the directors, supervisors, and managers change, the company shall submit the documents of the change to the original company registration authority for record.